Marvel's Friendly Neighborhood Spider-Man
by Vasilibox 720
Summary: In this comprehensive reboot of the Spider-Man mythos set in the Marvel Cinematic Universe, the Chameleon is in camouflage as Peter Parker's life is turned upside down by more than just one tragedy and he becomes New York's friendly neighborhood Spider-Man *cue theme song*
1. Prologue: Eyepatch

_Marvel's Friendly Neighborhood Spider-Man_ by Vasilibox 720

**Prologue: Eyepatch**

**Author's Note: This is the first of four prologues meant to establish background for Spider-Man's introduction to the Marvel Cinematic Universe. In particular, Prologue: Eyepatch sets the tone for the Marvel Cinematic Universe after **_**Iron Man 3**_** and introduces the villain for this story.**

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**THE EYEPATCH: NICK FURY**

_[location unknown], [date unknown]_

Fury laid his hand on the biometric scanner as an emotionless Secret Service agent waited for confirmation that the slightly wrinkled bald eyepatch before him was indeed Nicholas Joseph Fury, special consultant to the President on superhuman affairs. The confirmation lit up on the screen before Agent Faceless and Fury was motioned to step through the gate.

"The President is expecting you down the hall."

Fury entered a small conference room – well, more of an interrogation room repurposed for a one-off conference – and sat down before the President. There was no mirror or window, only the steel door Fury walked in past; the room itself only possessed a metal table and two metal chairs. There were no cameras and no crevices.

"Relax, Nick. There's no waterboarding to be had today," chortled the Commander-in-Chief. "It was the only room that I was sure couldn't be bugged on such short notice."

"I understand, Mr. President. What I don't understand is why you wanted to see me on that very short notice."

The President sighed. "Nick, I'm going to be very blunt with you. While no one doubts the Avengers are heroes, there is – worry – among Congress, lobbyists, and parents alike that superheroes are no longer shining role models for America's youth. This isn't World War II where Captain America helped Boy Scouts collect scrap metal; this is a twenty-first-century where kids are being bullied every day for trivial matters, often ones they didn't ask God to give them. There have been – incidents – isolated but incidents nonetheless, where kids are left emotionally shattered by a bully here or a teasing comment there and they look to the Avengers as role models. They see these superheroes and they think to themselves that they can emulate them."

"Mr. President, I'm not seeing any incident here. Kids always want to be superheroes, now they just have real ones to take after."

"Exactly my point, Nick. Kids are dressing up as these heroes and they quite frankly get their ass handed to them _even harder_ by those same bullies. This one kid – a middle schooler –who moved from New Mexico to Florida after the Asgardian event dressed up as Thor and tried to stop a drug deal going on down his street. The dealers didn't even tell him to go away, they just gunned him down. And over in California, there was a bright teenager – best scientist in his class – who tried making an Iron Man suit and blew up his house, killing him and his five-year-old sister and putting his stepmother in a coma. These once-isolated incidents aren't so isolated anymore. You hear of this comic _Kick-Ass_? This guy who reads comics gets the idea to become a superhero in real life, and he not only gets the crap kicked out of him but gives other people the idea to become superheroes – and this other guy turns his eleven-year-old girl into a cold-blooded killer 'hero' while he gets the shit kicked out of him and is lit on fire."

"Now, Mr. President, I don't think we're at that -"

"You don't think we're at that level? Well, the watchdog groups do. Parents do. The media does. This is the first time since the television was created that Fox, MSNBC, and CNN have been on the same side of the reports. There are even bipartisan talks among some of the more radical congressmen about requiring superhumans to register with the government, and the creation of a covert ops team to track those who don't down. Nick, I don't want that to happen. Legitimate superheroes just saved our world less than a year ago. But something has to be done."

"I'm all ears for your suggestions, Mr. President." There was more than a twinge of sarcasm and mild fury in Fury's voice.

The President pulled a folded paper from his jacket and, unfolding and smoothing it out, laid it before Fury. It was a poster – a public service announcement – paid for by the Ad Council in conjunction with the Department of Education. The Avengers lineup was photoshopped into the poster along with Iron Patriot as well as a police officer, a firefighter, and a paramedic. A banner headline running above and below the heroes read "STAY IN SCHOOL, KIDS. LEAVE THE HEROICS TO THE HEROES. CALL 911 DURING AN EMERGENCY."

"We're rolling this ad out next month across the nation – bus stops, train stations, airports, schools, buses, billboards, television, comic books and magazines, newspapers, public websites – everywhere. The question is whether or not we can add S.H.I.E.L.D. to the list of sponsors. I won't lie to you, Nick; I can't make your organization cooperate with this campaign – the legislation that birthed the group was clear about limits on oversight – but I think it would be good publicity for you as well as an extension of reassurance and good faith to the American people."

Fury took the poster and put it inside his own jacket pocket. "Do it. Add S.H.I.E.L.D. to the advertisement. But don't think for a second, Mr. President, that I agree the situation has gotten out-of-hand. Aliens? That Mandarin bullshit? Those were out of hand. But this is an overreaction of an oversensitive public."

The President nodded. "I personally don't disagree. But publicly I have to. I'm sure you understand, Nick. I'll keep you updated on the developing situation." He extended his hand and Fury shook it.

They both walked out of the room; Fury took a left back out the way he came in while the President took a right towards a pair of Secret Service escorts. Neither paid attention to Agent Faceless leaving his post and entering the retrofitted interrogation room. They also failed to notice two nano-cameras and two nano-microphones hidden on the walls. And if they didn't catch those, they certainly didn't catch the fact that Agent Faceless, though he looked, spoke, and acted exactly like Agent Faceless normally does, wasn't actually Agent Faceless at all.

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**Author's Appeal: Fans and/or casual readers, I entreat you to write a scintillating (or scathing) review for the chapter you have just read. As an author just ending his hibernation period from writing fiction, I'm a bit off my edge and my writing is not as perfect as I'd hope. Also, this story in particular takes a lot of effort – not only to incorporate it into the Marvel Cinematic Universe in the same canonical sense as a feature film, but also to distinguish it from the 50+ years of comics, multiple television incarnations, and two film series.**


	2. Prologue: Badge

_Marvel's Friendly Neighborhood Spider-Man_ by Vasilibox 720

**Prologue: Badge**

**Author's Note:** **This is the second of four prologues meant to establish background for Spider-Man's introduction to the Marvel Cinematic Universe. In particular, Prologue: Badge introduces the Parker family and foreshadows the tragedy that befalls Richard and Mary.**

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**THE BADGE: RICHARD PARKER**

_Forest Hills, New York, December 24__th__, 2002_

Peter let go of Uncle Ben's hand as they entered Uncle Ben's sitting room, where he stored his many collections he'd gathered over the years – everything from model trains to old Scouting memorabilia to Peter's personal favorite, his old superhero comics and toys from when he was growing up in the 1950s. There were three bedrooms in the house, but since there was only one couple living in it and rarely did guests spend the night, the third bedroom was converted into this sitting room. The light brown walls were furnished with maple oak shelving holding a smattering of action figures, as well as an O-scale model train track running around another level of shelving all around the room; and there were two bookshelves and a cabinet dresser on the floor against the wall, again all holding various collected keepsakes. And next to a computer workdesk were two wooden chairs and a table. All of the furniture had been handmade by Uncle Ben during his tenure as a carpenter; he had only just retired on his fiftieth birthday the year before.

"Peter, why don't you take a seat next to the computer for a minute? I have to get something."

Five-year-old Peter Parker, wearing round glasses, a cheeky grin, and a Christmas graphic tee, sat on one of the wooden chairs twiddling his thumbs and rotating his legs around in blank anticipation as he eagerly waited to see what Uncle Ben was digging out of his cabinet. As Uncle Ben turned back around and faced Peter, he was visibly hiding something behind his back.

"Peter, close your eyes."

He put his hands over his eyes as if he was playing hide-and-seek as Uncle Ben held a gift in front of him, wrapped in snow globe patterned wrapping paper.

"Now open them."

Peter opened them, gasped with excitement, and took the package in his own hands.

"Can – can I open it _now_, Uncle Ben?"

Uncle Ben nodded as Peter carefully tore open the wrapping paper and laid it to the side; he found himself staring at a mint-condition 1960s Captain America action figure and associated trading cards. Peter beamed and hugged Uncle Ben tightly. "Thanks Uncle Ben!"

"No problem, Petey. Aunt May and I need to talk to mommy and daddy now, okay? You can play around in here, I'll be back when it's time for dinner."

"Okay!" He smiled and then looked down at his present in awe and admiration. Uncle Ben always loved telling him stories of Captain America, just like his dad told him when growing up; by the time Richard was born, superheroes had started going out of style in favor of more comedic characters instead. Uncle Ben walked out and shut the door behind him as he sighed and walked down the hallway to the dining room table, sitting down next to his wife and across from his brother and sister-in-law.

"He's fine in there. He won't bother us," Ben assured them.

Richard look tired; Mary was leaning on his shoulder in somber fashion. "Ben," Richard began in an uneasy voice, "Mary and I have a huge favor to ask of you and May."

He smiled like his usual cheery self. "Anything, my brother. Anything. You know that."

Richard and Mary looked at each other before he addressed Ben again. "We have to leave on the next red eye to Frankfurt. Tonight. Something's come up for work and I have to go to a business meeting instead of my superior. Could you watch Peter for us until we get back?"

May looked a bit stunned. "But Richard, Mary, it's Christmas! Isn't there –"

Mary started tearing up a bit. "No, May, there's not. We'll – we'll be back the 27th. Just three days."

May and Ben looked at each other before Ben smiled back at his brother and sister-in-law. "Of course we'll watch Petey. I'm sure he'll love spending the next couple days with us."

May cut in, "Anna, next door, her niece Mary Jane is supposed to be coming down tonight. She's four. I'm sure Peter would love to make a new friend!"

Richard smiled, albeit weakly. "G-great, thank you guys so much. If there's any – "

"Don't mention it, Richard. You two have done plenty for us in the past."

The kitchen timer went off; May and Mary went inside to take the baked ham out of the oven as Ben and Richard went to go get Peter.

If only then the Parker family knew what would be coming in the next day… perhaps they would have cherished that Christmas dinner a little longer.

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**Author's Appeal: Fans and/or casual readers, I entreat you to write a scintillating (or scathing) review for the chapter you have just read. This story in takes a lot of effort – not only to incorporate it into the Marvel Cinematic Universe in the same canonical sense as a feature film, but also to distinguish it from the 50+ years of comics, multiple television incarnations, and two film series.**


	3. Prologue: Skulls

_Marvel's Friendly Neighborhood Spider-Man_ by Vasilibox 720

**Prologue: Skulls**

**Author's Note: This is the third of four prologues meant to establish background for Spider-Man's introduction to the Marvel Cinematic Universe. In particular, Prologue: Skulls introduces us to the villain hierarchy of the story: the one who called a hit on the Parkers, the Chameleon's handler, and the Chameleon himself. Note that only the Chameleon and his direct superior play a major role in the overall story.**

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**THE WHITE SKULL: DMITRI SMERDYAKOV**

_New York, New York, October 2002_

The security guard opened the office door and let Dominic in, pointing to a chair in front of the quite massive Wilson Fisk, head of the Fisk conglomerate of trading companies. Fisk was a large, overweight, bald white man with beady black eyes and no neck; to say he was like a balloon in stature would not have been off-the-mark. However, this balloon had sufficient mass to him; he was disproportionately strong in both physical ability and mental capacity. Fisk had inherited his father's companies but he was the one that made them the powerful portfolio they were today – and he was also the one that entered under-the-table deals with some of the world's most prolific villains in order to rake in major profit. This also required Fisk to hire hitmen and contract killers under-the-table as freelancers, which is how Domenico (or, Dominic) Rodrigues ended up getting a call that someone was looking for a freelancer in their early 30s to infiltrate a rival operation of some sort.

Dominic himself was 32 years old and had moved to America from Spain at the age of 17. Since then, he had been moving from field to field until he ran into an opportunity last year to be part of a one-off bank heist helping some fellow with shockwave gauntlets that rendered hostages incapacitated. After that, he had taken to the criminal underworld of New York City fairly well and even had trained for a couple months with the Cat, one of the Big Apple's oldest and most prolific cat burglars (thus his name).

Dominic had gotten to explaining his story up to here when Fisk waved his hand and sighed.

"Mister – Rodrigues, was it? Mister Rodrigues, let's not stand on ceremony here."

Dominic was confused; _he couldn't know, could he?_

"Or – I'm sorry, Mister Smerdyakov, Dmitri Smerdyakov. That is your real name, isn't it?"

Dominic lifted from his neck up and took off his face mask, revealing a sleek white facial prosthesis without sensory organs in place of a face. He pressed a small button on the lower jawline of the helmet-like device as his voice modulator turned off. "I prefer to go by the Chameleon," said a Russian accent with a twinge of Beverly Hills snobbery.

Fisk smiled. "Then perhaps I should use my preferred name as well; my enemies know me as the Kingpin. But you are not here as my enemy. I have been searching for a man of your – talents, should we say. I have a job offer for you; should you be successful, there will be a long-term position at Fisk Corporation available. Should you be unsuccessful, you will likely be imprisoned for a very, very long time if not sentenced to death." He turned around in his chair and stood up, facing outside the window with one hand holding a lit cigar and the other resting on what looked to be a pimp's cane. His whole attire seemed to be that of a pimp, for that matter – white morning suit with a purple shirt underneath – but whatever he was pimping, it was certainly something more lucrative and profitable than cheap sleazy prostitutes.

"What exactly is this job?"

Fisk smiled as he took a puff on his cigar. "In time, in time. First, I have to make sure you are the right man for this job… why don't you tell me how you acquired your – skills? How did the Chameleon learn to camouflage?"

Under the white skull that became his trademark throughout the criminal ranks, the Chameleon suddenly pulled himself back in time as he began thinking about how the past few years of his life had gone.

"It's quite the long story," he said unenthusiastically. "And I'm not even sure I'll take the job."

"Go on," Fisk replied. "I'm a man of my word, and my word is that I won't hold a man of your talents to this job if you think it_ beneath you_." There was more than a smidge of sarcastic laughter in his voice.

The Chameleon sighed as he began to recount his origin as a criminal.

"I used to be employed in Hollywood, as a make-up and costume artist. I was the best some of the studios had ever seen, yet my job was purely under-the-table; my mother had brought me to America from Russia illegally, so I was always praised in private. There was no recognition outside of the core film crew on each project - is all this really necessary? If you're going to offer me the job anyway -"

Fisk turned back around and sat in his armchair. "If I'm going to hire you full-time after this I need to know about you, Mr. Smerdyakov."

"Long story short, I ran into some financial problems and my career was shot. An illegal, penniless genius is still illegal and penniless, and after the attacks last September the industry didn't know who was doing what and I was essentially shut out.

"I only knew how to do one thing – craft disguises. And so I created some new identities for myself – it was really quite easy to do, people are so gullible – and robbed a couple of banks in San Francisco before moving out here to New York. I was able to use my last few connections to get myself an OsCorp voice modulator, and began operating as a freelance criminal, so to speak."

"And Mister Rodrigues?"

"One of my first identities; he was a drunk has-been who tried to take a swing at me outside a bar in Hell's Kitchen. He's served me very well thus far."

"The job I have for you, Mr. Smerdyakov, is very danger—"

"If it pays well, I'm in, Mr. Fisk."

"Very good," the Kingpin smiled. "Very good." He pulled open his desk drawer and pulled out an envelope with the logo of an eagle bearing the name _Strategic Homeland Intervention, Enforcement and Logistics Division _and a classified documents seal. "This folder contains sensitive information pertaining to an object a very important client of mine is looking for; this government agency stole it from him many years ago and he would like it back. However, after the tragedy befalling us last year, the object has been moved permanently off U.S. soil. You are to adopt the identity of the dossier inside the folder and find out whatever you can about it."

"And what exactly are you hoping for?"

"My client wishes to know if there is any chatter about this 'Tesseract' or any chatter about Germany or Switzerland. He believes that this government agency is planning an attack on him soon and wants to know ahead of time."

"Anything else?"

"Yes," the Kingpin grinned with a glint of evil in his eye. "If there is a flight to Germany, as my client believes, being taken by agents of this agency, you are to – shall we say, incapacitate them silently, without capture."

_New York, New York, December 26, 2002_

Two months later, the plane supposedly carrying two agents of this government agency blew up in midair after a silent bomb went off midflight. But when the Chameleon reported back that Philip Coulson and Nicholas Fury were no more, the Kingpin checked the guest list to discover Richard and Mary Parker had taken their place. S.H.I.E.L.D. found out at the last minute.

"My client wants you to keep an eye out for this family – the Parkers," Kingpin informed him. "Do not go out of your way, but if the brother or sister-in-law ever so much as signal the authorities to what really happened, take them out."

"And the boy? The son?"

The Kingpin laughed. "He is but five years old. He knows nothing. But if you have to take them all out, innocent blood will not have been shed in vain."

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**THE RED SKULL: JOHANN SCHMIDT**

_Germany, December 26, 2002_

He put his phone down and began pacing around the room, trying to collect his thoughts on the urgent matter. But ever since he had returned from that godforsaken place, Johann Schmidt could not concentrate on any one thing for very long before he began getting flashbacks and splitting headaches.

"Fury found out. He found out. These – these Parkers – they must be dealt with. If the brother knows - gah!"

_It is a rainy day in spring 1997, a season of rebirth for the Black Forest of Germany after a particularly cold winter. There is a sustained flash of blue as a man is pulled from another dimension into our own; a man clearly having his share of personal demons; a man with a disfigured red, grotesque face; a man less human and more monster. The Red Skull, having been pulled out of Earth five decades earlier, has returned. He is bewildered, but clearly grinning with malice that he has returned home._

_ The same day, over at S.H.I.E.L.D. headquarters, gamma researchers are looking into a huge surge of radiation in Germany consistent with UFO sightings from the past few decades, but for a much longer sustained period of time. And unlike with the unidentified flying objects, after the spike in energy, there were still signatures remaining in unusual amounts – as part of the energy had been transferred into an object. The Cosmic Cube was visibly shaking throughout the ordeal, as if it had something to do with this event._

"Ngh," the Red Skull gasped as he clutched at his forehead and panted. This was a particularly grueling migraine.

_It is October 2001. Schmidt is on the phone with one of his sleeper cells inside S.H.I.E.L.D. itself; the double agent has news that sidelines his plan to retrieve the Tesseract._

"_Sir, they – they've moved it. The attack, it's scared them. The Cosmic Cube is no longer in the country. Its security clearance has been heightened. I can't do any more for H.Y.D.R.A. until this all dies down."_

_That agent was taken out one year later on the orders Schmidt's number one ally in the United States, Wilson Fisk, to allow for a new freelancer to take his identity and place. One who found out good intel – Director Fury and his right-hand man were going to Frankfurt to investigate satellite activity out of an old H.Y.D.R.A. base (this information was of course planted on Schmidt's orders)._

The Red Skull sat down in a chair to let the flashbacks subside and clear his head.

"Fury – Fury found out," he spoke aloud to himself slowly. "The Parkers willingly went like lambs to slaughter to protect Fury and his lackey. There has to be a reason greater than the Tesseract. They haven't even figured how to work it out." He coughed as across the Atlantic, in the United States, a grieving brother and sister-and-law welcomed their orphaned nephew to their home permanently.

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**Author's Appeal: Fans and/or casual readers, I entreat you to write a scintillating (or scathing) review for the chapter you have just read. This story in takes a lot of effort – not only to incorporate it into the Marvel Cinematic Universe in the same canonical sense as a feature film, but also to distinguish it from the 50+ years of comics, multiple television incarnations, and two film series.**

**_Coming up in Prologue: Publisher _– the introduction of Spider-Man's greatest villain of all time… J. Jonah Jameson! Featuring a recap of the first phase of the Marvel Cinematic Universe as well as the events and ramifications of Iron Man 3. This final prologue ties in thematically with the first and will complete the backstory to allow for Spider-Man's introduction in the forthcoming full chapters.**

**Also, thank you to everyone who responded to the poll on my profile asking for your input about Peter's first crush. The results have been tallied and the decision will be used in an upcoming chapter.**


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